Key Highlights

● Each Global Business Travel Group Class A common share was converted into the right to receive $9.50 in cash.

● The merger closed on September 29, 2026, leaving the company as a wholly owned subsidiary of Gaia Purchaser, Inc.

● A new JPMorgan-led credit agreement provides a $1,500,000,000 first-lien term loan, fully drawn at closing, and an undrawn $250,000,000 revolver.

● Qatar Investment Authority's Schedule 13D/A reports zero shares and 0.0 percent of the class after 31,278,962 shares were rolled over.

Global Business Travel Group, Inc. (NYSE:GBTG) has completed its merger with Gaia Purchaser, Inc., ending its life as a listed company. In an 8-K filed on September 29, 2026, the company said each share of Class A common stock was converted into the right to receive $9.50 in cash, without interest. A separate Schedule 13D/A filed the same day by Qatar Investment Authority reports that the investor now beneficially owns no shares of the company.

How the Merger Closed

According to the 8-K, Gaia Merger Sub, Inc., a subsidiary of Gaia Purchaser, merged with and into Global Business Travel Group on September 29, 2026, and the company survived as a wholly owned subsidiary of Gaia Purchaser. The merger agreement is dated May 2, 2026. Treasury shares, shares held by the parent or merger sub, shares with perfected appraisal rights and certain unvested shares covered by side letters were excluded from the cash conversion.

In-the-money stock options were converted into cash equal to the spread over $9.50, out-of-the-money options were cancelled without payment, and restricted and performance stock units were converted at $9.50 per share, subject to tax withholding.

A joint press release with Long Lake Management, filed as Exhibit 99.1, describes an all-cash acquisition valued at $6.3 billion, announced on May 4, 2026 and approved by stockholders on August 3, 2026. It quotes Paul Abbott, chief executive officer of Amex GBT, as saying "Our customers are the center of everything we do."

New Financing and Governance Changes

The company entered a new credit agreement with JPMorgan Chase Bank, N.A. as administrative and collateral agent. It provides a senior secured first-lien term loan of $1,500,000,000, fully drawn at closing, and a senior secured first-lien revolving facility of $250,000,000, undrawn at closing. The facilities are secured by first-priority liens on substantially all borrower and guarantor assets, subject to exclusions. The narrative sections of the filing do not state maturity dates or interest rates.

At closing, the company repaid all outstanding loans and terminated all commitments under its Amended and Restated Credit Agreement dated July 26, 2024, for which Morgan Stanley Senior Funding, Inc. served as administrative and collateral agent.

The certificate of incorporation and bylaws were amended and restated in their entirety (Exhibits 3.1 and 3.2). All directors resigned from the board and its committees at that time. The filing states that "No director resigned as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices." It does not name successor directors or officers.

Delisting and the Qatar Investment Authority Filing

The company notified the NYSE to suspend trading before the market opened on September 29, 2026, and asked the exchange to file a Form 25 to remove the shares from listing and registration under Section 12(b) of the Securities Exchange Act. It also said it intends to file a Form 15 to end its Section 12(g) registration and suspend its reporting obligations under Sections 13 and 15(d).

Qatar Investment Authority's Amendment No. 3 to its Schedule 13D shows that its subsidiary QIA Retail Holding LLC held 87,659,000 shares before closing. Of those, 31,278,962 shares were rolled over into Topco common stock under a Rollover Agreement dated June 27, 2026 with Gaia Purchaser Parent LLC, and the remaining 56,380,038 shares were, in the filing's words, "automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $9.50." The amendment reports zero voting and dispositive power and 0.0 percent of the class.

Form 25 and Form 15 Finish the GBTG Exit

The remaining steps are procedural. The 8-K does not disclose maturity dates or pricing for the new JPMorgan facilities, nor the identity of post-closing directors and officers. The NYSE is expected to file the Form 25 to complete the delisting, and the company has said it intends to file a Form 15 to suspend its periodic reporting, which would largely end its public filings.